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Current report (Form 8-K) · Jun 9, 2026 · Financial statements
KiNRG, Inc.
9
Financial statements
Jun 9, 2026
EX-99.1 · FINANCIAL STATEMENTS OF TRINITY GROUP CONSTRUCTION, INC. AS OF AND FOR THE YEARS
EX-99.1
ea029401901ex99-1.htm
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EX-99.1 · FINANCIAL STATEMENTS OF TRINITY GROUP CONSTRUCTION, INC. AS OF AND FOR THE YEARS EX-99.1 2 ea029401901ex99-1.htm FINANCIAL STATEMENTS OF TRINITY GROUP CONSTRUCTION, INC. AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 AND UNAUDITED INTERIM FINANCIAL STATEMENTS AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025, IF APPLICABLE Exhibit 99.1 TRINITY Group Construction, Inc. FINANCIAL STATEMENTS Including Independent Auditors’ Report Years Ended December 31, 2025 and 2024 TRINITY Group Construction, Inc. Financial Statements Years Ended December 31, 2025 and 2024 Contents Page Independent Auditors’ Report 1-2 Balance Sheets 3 Statements of Operations 4 Statements of Changes in Stockholder’s Equity 5 Statements of Cash Flows 6 Notes to Financial Statements 7-16 Supplementary Information: Independent Auditors’ Report on Supplementary Information 17 Schedule of Contract Revenue and Costs - Summary 18 Schedule of Contract Revenue and Costs - Completed Contracts (Year Ended December 31, 2025) 19 Schedule of Contract Revenue and Costs - Contracts In-Process (Year Ended December 31, 2025) 20 Schedule of Contract Revenue and Costs - Completed Contracts (Year Ended December 31, 2024) 21 Schedule of Contract Revenue and Costs - Contracts In-Process (Year Ended December 31, 2024) 22 i 1110 North Glebe Road, Suite 650 Arlington, VA 22201 Tel: 703-248-9200 Fax: 703-783-4005 Independent Auditors’ Report To the Stockholder of TRINITY Group Construction, Inc. Opinion We have audited the accompanying financial statements of TRINITY Group Construction, Inc., which comprise the balance sheets as of December 31, 2025 and 2024, and the related statements of operations, changes in stockholder’s equity, and cash flows for the years then ended, and the related notes to the financial statements. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of TRINITY Group Construction, Inc. as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. Basis for Opinion We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of TRINITY Group Construction, Inc. and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about TRINITY Group Construction, Inc.’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued. Auditors’ Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. 1 In performing an audit in accordance with generally accepted auditing standards, we: ● Exercise professional judgment and maintain professional skepticism throughout the audit. ● Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. ● Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of TRINITY Group Construction, Inc.’s internal control. Accordingly, no such opinion is expressed. ● Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. ● Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about TRINITY Group Construction, Inc.’s ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit. /s/ Toole Katz & Roemersma, LLP Arlington, Virginia April 27, 2026 2 TRINITY Group Construction, Inc. Balance Sheets December 31, 2025 and 2024 2025 2024 Assets Current Assets Cash $ 8,918,182 $ 337,230 Contract receivables 29,467,294 44,391,809 Retention receivables 16,856,094 12,919,955 Contract assets 2,587,083 963,764 Investment in limited liability company - 709 Due from stockholder 575,415 575,415 Due from affiliate 10,193,064 442,800 Prepaid expenses and other current assets 243,468 14,941 Total current assets 68,840,600 59,646,623 Other Assets Property and equipment, net 149,949 91,583 Operating lease right-of-use assets 424,466 626,265 Deposit 10,000 10,000 Total other assets 584,415 727,848 Total Assets $ 69,425,015 $ 60,374,471 Liabilities and Stockholder’s Equity Current Liabilities Accounts payable $ 35,056,470 $ 41,752,682 Retention payable 16,898,127 13,575,041 Accrued salaries and other current liabilities 1,153,773 344,352 Contract liabilities 6,249,004 1,947,962 Line of credit - 1,800,000 Obligation under future receivables financing, net 5,544,777 - Current portion of operating lease liabilities 204,104 203,564 Current portion of long-term debt 14,664 20,812 Total current liabilities 65,120,919 59,644,413 Long-Term Liabilities Operating lease liabilities, net of current portion 224,039 428,143 Long-term debt, net of current portion 37,895 35,213 Total long-term liabilities 261,934 463,356 Total Liabilities 65,382,853 60,107,769 Stockholder’s Equity Common stock, no par value; 10,000 shares authorized, issued and outstanding 22,500 22,500 Additional paid-in capital 158,411 158,411 Retained earnings 3,861,251 85,791 Total Stockholder’s Equity 4,042,162 266,702 Total Liabilities and Stockholder’s Equity $ 69,425,015 $ 60,374,471 See accompanying notes 3 TRINITY Group Construction, Inc. Statements of Operations Years Ended December 31, 2025 and 2024 2025 2024 Revenues $ 257,274,405 $ 213,649,927 Contract Costs 248,311,805 208,150,218 Gross profit 8,962,600 5,499,709 General and Administrative Expenses 5,933,422 4,626,706 Income from Operations 3,029,178 873,003 Other Income (Expense) (4,116,886 ) (164,205 ) Interest expense Interest income 4,792,141 - Other income 73,986 - Gain on sale of property and equipment - 6,000 Loss on investment in limited liability company (709 ) (328 ) Total other income (expense), net 748,532 (158,533 ) Income Before Provision for Income Taxes 3,777,710 714,470 Provision for Income Taxes 2,250 352 Net Income $ 3,775,460 $ 714,118 See accompanying notes 4 TRINITY Group Construction, Inc. Statements of Changes in Stockholder’s Equity Years Ended December 31, 2025 and 2024 Common Stock Additional Paid-In Capital Retained Earnings Total Balance, December 31, 2023 $ 22,500 $ 158,411 $ - $ 180,911 Distributions - - (628,327 ) (628,327 ) Net income - - 714,118 714,118 Balance, December 31, 2024 22,500 158,411 85,791 266,702 Net income - - 3,775,460 3,775,460 Balance, December 31, 2025 $ 22,500 $ 158,411 $ 3,861,251 $ 4,042,162 See accompanying notes 5 TRINITY Group Construction, Inc. Statements of Cash Flows Years Ended December 31, 2025 and 2024 2025 2024 Cash Flows from Operating Activities Net income $ 3,775,460 $ 714,118 Reconciliation adjustments Amortization of right-of-use assets 201,799 199,252 Depreciation 63,202 51,955 Amortization of deferred financing fees 311,500 - Gain on sale of property and equipment - (6,000 ) Loss on investment in limited liability company 709 328 Changes in: Contract receivables 14,924,515 (15,029,872 ) Retention receivables (3,936,139 ) (8,483,635 ) Contract assets (1,623,319 ) 122,129 Due from stockholder - 438,400 Due from affiliate (6,614,762 ) (192,800 ) Prepaid expenses and other current assets (228,527 ) 16,082 Accounts payable (6,696,212 ) 13,661,426 Retention payable 3,323,086 8,005,999 Accrued salaries and other current liabilities 809,421 194,814 Contract liabilities 4,301,042 113,107 Operating lease liabilities (203,564 ) (201,017 ) Net cash provided by (used in) operating activities 8,408,211 (395,714 ) Cash Flows from Investing Activities Proceeds from the sale of property and equipment - 6,000 Due from affiliate (3,135,502 ) - Purchases of property and equipment (121,568 ) - Net cash (used in) provided by investing activities (3,257,070 ) 6,000 Cash Flows from Financing Activities Distributions to stockholder - (628,327 ) Proceeds from future receivables financing 11,400,000 - Deferred financing fees (416,200 ) - Payments on obligation under future receivables financing (5,750,523 ) - Proceeds from long-term debt 58,671 - Payments on long-term debt (62,137 ) (23,715 ) Advances on line of credit - 750,000 Payments on line of credit (1,800,000 ) - Net cash provided by financing activities 3,429,811 97,958 Net Change in Cash 8,580,952 (291,756 ) Cash, beginning of year 337,230 628,986 Cash, end of year $ 8,918,182 $ 337,230 Supplemental Disclosure of Cash Flow Information Actual cash payments for: Interest $ 4,116,886 $ 164,205 Income taxes 2,250 352 See accompanying notes. 6 TRINITY Group Construction, Inc. Notes to Financial Statements December 31, 2025 and 2024 Note 1 - Organization TRINITY Group Construction, Inc. (the “Company”), a Virginia S corporation organized in 2002, is a general contractor primarily engaged in construction-related activities in the Washington, DC metropolitan area. The Company’s principal location is Herndon, Virginia. The Company enters into fixed price contracts and guaranteed maximum price contracts with customers. Usually fixed price contracts transfer more risk to the Company, but offer the opportunity for greater profits. Guaranteed maximum price contracts provide for a cost-plus fee arrangement up to a maximum agreed upon price. These contracts place risks on the Company for amounts in excess of the guaranteed maximum price, but may permit an opportunity for greater profits as a result of sharing agreements with the owner on any cost savings that may be realized. The Company is subject to certain business risks and uncertainties that could affect future operations and financial performance. Among others, these risks include: economic slowdown, regulatory or legislative changes, availability of skilled labor, inflation of material prices, and competition in the marketplace. Note 2 - Summary of Significant Accounting Policies Revenue Recognition - The Company recognizes contract revenue over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer. The Company recognizes revenue using the percentage-of-completion method, based primarily on contract cost incurred to date compared to total estimated contract cost. The percentage-of-completion method (an input method) is the most faithful depiction of the Company’s performance because it directly measures the value of the services transferred to the customer. Due to the nature of the work required to be performed on the Company’s performance obligations, estimating total revenue and cost at completion is complex, subject to many variables and requires significant judgment. Assumptions as to the occurrence of future events and the likelihood and amount of variable consideration, including the impact of change orders, claims, and the achievement of contractual performance criteria, and award or other incentive fees are made during the contract performance period. The Company estimates variable consideration at the most likely amount it expects to receive. The Company includes estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of anticipated performance and all information (historical, current and forecasted) that is reasonably available to management. Contract costs include all direct materials, labor, subcontractor costs, equipment costs, and those indirect costs related to contract performance. Other indirect, general, and administrative costs are charged to expense as incurred. Changes to total estimated contract cost are recognized in the period in which they are determined as assessed at the contract level. When such revisions lead to a conclusion that a loss will be recognized on a contract, the full amount of the estimated loss is recognized in the period such conclusion is reached, regardless of the percentage completion of the contract. Customer payments are typically due within 30 to 45 days of billing, depending on the contract. Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Common Control Leasing Arrangements - The Company has elected not to evaluate whether lessor entities in common control leasing arrangements meeting the following criteria are variable interest entities: 1) substantially all activities between the Company and the lessor entities are related to the leasing activities between the two entities (including supporting leasing activities) and 2) the principal amount of any lessor entity obligations related to the leased assets explicitly guaranteed or collateralized by the Company did not exceed the value of the leased assets at the inception of the guaranty or collateralization. As further described in Note 3, the Company has elected not to consolidate the accounts of TG Legacy, LLC. 7 TRINITY Group Construction, Inc. Notes to Financial Statements December 31, 2025 and 2024 Note 2 - Summary of Significant Accounting Policies - Continued Cash - The Company maintains cash in certain bank accounts, which at times may exceed federally insured limits. As of December 31, 2025 and 2024, non-interest bearing accounts are aggregated with any interest bearing deposits and the combined total is guaranteed by the Federal Deposit Insurance Corporation up to $250,000. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on its cash deposits. Allowance for Credit Losses - The Company recognizes an allowance for credit losses for financial assets carried at amortized cost, to present the net amount expected to be collected as of the balance sheet date. Such allowance is based on the credit losses expected to arise over the contractual term of the financial asset (or group thereof), which includes consideration of prepayments, and is based on the Company’s expectations as of the balance sheet date. The Company evaluates certain criteria, including aging and historical write-offs, the current economic condition of specific customers, and expected future economic conditions to determine the appropriate allowance for credit losses on financial assets carried at amortized cost. Such financial assets are written off when the Company determines that they are uncollectible or based on regulatory requirements, whichever is earlier. Write-offs are recognized as a deduction from the allowance for credit losses. Expected recoveries of amounts previously written off, not to exceed the aggregate of the amount previously written off, are included in measuring an allowance for credit losses as of the balance sheet date. Based on management’s assessment, an allowance for credit losses was not deemed necessary as of December 31, 2025 and 2024. Contract Balances - The beginning and ending balances of receivables related to contracts with customers for the years ended December 31, 2025 and 2024 were as follows: December 31, December 31, December 31, 2025 2024 2023 Contract receivables $ 29,467,294 $ 44,391,809 $ 29,361,937 Retention receivables 16,856,094 12,919,955 4,436,320 Retainage receivables represents amounts which have not been billed to customers pursuant to retainage provisions in the construction contracts, which generally become payable upon contract completion and acceptance by the customer. Amounts are generally collected within one year of the completion of the project. Contract assets include cost and estimated earnings in excess of billings on uncompleted contracts. The Company anticipates that substantially all incurred costs associated with contract assets as of December 31, 2025 will be billed and collected within one year. Contract assets may include amounts the Company seeks to collect from customers or others for (i) errors, (ii) changes in contract specifications or design, (iii) contract change orders in dispute, unapproved as to scope and price, or (iv) other customer-related causes of unanticipated additional contract costs (such as claims). The Company did not recognize any material amounts associated with claims and unapproved change orders during the years ended December 31, 2025 and 2024. Contract liabilities include billings in excess of costs and estimated earnings on uncompleted contracts. The Company anticipates that substantially all such amounts will be earned within one year. The beginning and ending balances of contract assets and contract liabilities for the years ended December 31, 2025 and 2024 were as follows: December 31, December 31, December 31, 2025 2024 2023 Contract assets $ 2,587,083 $ 963,764 $ 1,085,893 Contract liabilities 6,249,004 1,947,962 1,834,855 8 TRINITY Group Construction, Inc. Notes to Financial Statements December 31, 2025 and 2024 Note 2 - Summary of Significant Accounting Policies - Continued Investment In Limited Liability Company - The Company accounts for investments in which it owns less than a controlling financial interest and has influence over operating and financial policies using the equity method. Under the equity method, the Company records its proportionate interest in the earnings and losses of the underlying investment based upon the operating results of that investment. The Company also records contributions to and distributions from as an increase or decrease, respectively, to the Company’s carrying value of the investment. The Company periodically evaluates the carrying value of its equity method investments for impairment when the estimated fair value is less than the carrying value. The Company records a change to reduce carrying value to estimated fair value when impairment is deemed to be other than temporary. No impairment was recorded during the years ended December 31, 2025 and 2024. Property and Equipment - Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful life of the asset, which ranges from 5 to 7 years. Repairs and maintenance costs are expensed as incurred. Impairment of Long-Lived Assets - The Company reviews long-lived assets for impairment whenever events or circumstances indicate that the carrying value of such assets may not be fully recoverable. Impairment is present when the sum of undiscounted estimated future cash flows expected to result from use of the assets is less than the carrying value. If impairment is present, the carrying value of the impaired asset is reduced to its fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. During the years ended December 31, 2025 and 2024, there were no impairment losses recognized for long-lived assets. Advertising Costs - Advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2025 and 2024 was $221,408 and $149,494, respectively, which is included in general and administrative expenses in the accompanying statements of operations. Balance Sheet Classifications - The Company includes in current assets and liabilities accounts receivable and payable under construction contracts which may extend beyond one year. A one-year time period is used as the basis for classifying all other current assets and liabilities. Income Taxes - The Company has elected to be taxed as a subchapter S corporation. Accordingly, the taxable income or loss of the Company is passed through to and reported by the Company’s stockholder. Therefore no provision has been made for federal income taxes in the accompanying financial statements. Certain states and the District of Columbia (“DC”) in which the Company conducts business do not recognize the S corporation filing status; therefore, a provision has been made for taxes on income apportioned to these states and DC. Deferred taxes result from temporary differences in the carrying values of assets and liabilities for tax and financial reporting purposes, including differences in depreciation methods used for book to tax purposes and the timing of deductions of certain liabilities. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. For uncertain tax positions, the Company uses a more likely than not recognition threshold based on the technical merits of the tax position taken. Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefits determined on a cumulative probability basis, which are more likely than not to be realized upon ultimate settlement in the financial statements. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. As of December 31, 2025 and 2024, the Company has no unrecognized tax benefits related to uncertain tax positions that have been or will be reflected in income tax filings that have not been recognized in the financial statements due to potential adjustments by taxing authorities in the applicable jurisdictions. The Company is no longer subject to U.S. federal, state, and local income tax examinations by taxing authorities for the years before 2022 and is not currently under examination by any taxing jurisdiction. The Company incurred $2,250 and $352 of income tax expense for the years ended December 31, 2025 and 2024, respectively, related to state taxes. Deferred income taxes were immaterial for the years ended December 31, 2025 and 2024. 9 TRINITY Group Construction, Inc. Notes to Financial Statements December 31, 2025 and 2024 Note 2 - Summary of Significant Accounting Policies - Continued Leases - The Company recognizes right-of-use assets and lease liabilities for leases with terms greater than 12 months. Leases are classified as either finance or operating leases. This classification dictates whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. Long-term leases (leases with terms greater than 12 months) are recorded as liabilities at the present value of the minimum lease payments not yet paid. The present value calculation may account for an option to extend the lease when it is reasonably certain that the Company will exercise the option. The Company elected to apply a practical expedient available to non-public companies that allows the Company to make an accounting policy election to use a risk-free rate as the discount rate for all leases. The Company has elected not to apply the recognition requirements to short-term leases (those with terms of 12 months or less). Instead, for these types of leases, the Company recognizes lease expense in the statements of operations on a straight-line basis over the lease term. Subsequent Events - In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through April 27, 2026, the date the accompanying financial statements were available to be issued. Note 3 - Common Control Leasing Arrangements The Company has elected an accounting alternative available to them and accordingly is not required to evaluate whether lessor entities in common control leasing arrangements meeting the following criteria are variable interest entities: 1) substantially all activities between the Company and the lessor entities are related to leasing activities between the two entities (including supporting leasing activities) and 2) the principal amount of any lessor entity obligations related to the leased assets explicitly guaranteed or collateralized by the Company did not exceed the value of the leased assets at the inception of the guaranty or collateralization. The Company leases its corporate headquarters from a lessor entity, TG Legacy, LLC, which is a related party through common ownership. Due to the common control of the entities and the fact that the Company does not have alternative facilities readily available, the Company has an economic incentive to provide financial support to the lessor entity should the lessor entity default on its obligations. The amount and key terms of the obligations recorded in the lessor entity’s financial statements that could require the Company to provide financial support to the lessor entity consist of a note payable to a financial institution with an outstanding balance of $2,468,600 and $2,573,469 at December 31, 2025 and 2024, respectively. The note bears interest at 4.04 percent through maturity on March 7, 2032 and is payable in monthly installments of principal and interest totaling $17,360. A balloon payment is also due at maturity. The note is collateralized by substantially all assets of the Company and the corporate headquarters leased to the Company by the lessor entity. The note is secured by the real estate and personally guaranteed by the Company’s stockholder. As of December 31, 2025, the Company does not believe it is exposed to any significant risk related to the lessor’s note payable. 10 TRINITY Group Construction, Inc. Notes to Financial Statements December 31, 2025 and 2024 Note 4 - Contract Billing Status The status of contract billings on uncompleted contracts was as follows at December 31, 2025 and 2024: 2025 2024 Costs incurred on contracts in-process $ 444,534,314 $ 247,384,799 Estimated gross profits earned to date 12,975,953 7,021,894 Earned revenue 457,510,267 254,406,693 Less: billings to date (461,172,188 ) (255,390,891 ) Net $ (3,661,921 ) $ (984,198 ) The net amounts are included in the accompanying balance sheets under the following captions: 2025 2024 Contract assets $ 2,587,083 $ 963,764 Contract liabilities (6,249,004 ) (1,947,962 ) Net $ (3,661,921 ) $ (984,198 ) Note 5 - Investment in Limited Liability Company The Company owns a 49 percent membership interest in WYCLIFFE TRINITY LLC (the “LLC”), which commenced operations in 2023. As of December 31, 2025 and 2024, the Company’s investment in the LLC totaled $0 and $709, respectively. The following is a summary of the LLC’s financial information as of December 31, 2025 and 2024: 2025 2024 Total assets $ 4,466,122 $ 3,643,353 Total liabilities $ 4,471,863 $ 3,644,800 Total equity (5,741 ) (1,447 ) Total liabilities and equity $ 4,466,122 $ 3,643,353 11 TRINITY Group Construction, Inc. Notes to Financial Statements December 31, 2025 and 2024 Note 5 - Investment in Limited Liability Company - Continued The following is a summary of the LLC’s financial information for the years ended December 31, 2025 and 2024: 2025 2024 Revenue $ 10,549,128 $ 11,725,651 Expenses 10,553,422 11,726,169 Net loss (4,294 ) (518 ) Note 6 - Related Party Transactions During 2025 and 2024, the Company had construction contracts with the LLC. As of December 31, 2025 and 2024, receivables due from the LLC totaled $4,471,063 and $3,642,000, respectively. During the years ended December 31, 2025 and 2024, the Company earned gross revenue of $8,175,867 and $10,541,230, respectively, and gross profit of $979,535 and $972,208, respectively, on these contracts. Below is a summary of related party contracts in progress at December 31, 2025 and 2024: 2025 2024 Costs incurred on contracts in-process $ 7,196,332 $ 15,420,312 Estimated gross profits earned to date 979,535 1,718,820 Earned revenue 8,175,867 17,139,132 Less: billings to date (9,299,644 ) (18,300,423 ) Net $ (1,123,777 ) $ (1,161,291 ) As of December 31, 2025 and 2024, advances due from the Company’s sole stockholder totaled $575,415 and $575,415, respectively. The advances are non-interest bearing and due on demand. The Company’s sole stockholder owns an equity interest in Ox Hill Realty LLC. As of December 31, 2025 and 2024, advances due from Ox Hill Realty LLC totaled $3,786,808 and $442,800, respectively and are included in due from affiliate in the accompanying balance sheets. The advances are non-interest bearing and due on demand. In January 1, 2025, the Company entered into a note receivable agreement with Ox Hill Realty LLC. Under the agreement, the Company will advance proceeds received from the Future Receivables Sale Agreement described in Note 9 to Ox Hill Realty LLC under similar terms. As of December 31, 2025, the principal outstanding and accrued interest on the note receivable was $3,030,212 and $3,376,044, respectively, which are included in due from affiliate in the accompanying balance sheet. Interest income totaled $4,792,141 for the year ended December 31, 2025. The principal and accrued interest outstanding on the note receivable was repaid in full in 2026. See Note 16. 12 TRINITY Group Construction, Inc. Notes to Financial Statements December 31, 2025 and 2024 Note 7 - Property and Equipment Property and equipment at December 31, 2025 and 2024 consisted of the following: 2025 2024 Vehicles $ 421,626 $ 382,352 Computer equipment 69,139 69,139 Furniture and fixtures 19,772 18,298 510,537 469,789 Less: accumulated depreciation (360,588 ) (378,206 ) Net $ 149,949 $ 91,583 Depreciation expense for the years ended December 31, 2025 and 2024 totaled $63,202 and $51,955, respectively. Note 8 - Line of Credit The Company had a bank line of credit agreement with availability up to $2,800,000 based on the borrowing base of eligible collateral. Outstanding amounts bore interest at the prime rate plus 1.5 percent, but not less than 6.5 percent. On December 19, 2025, the agreement was amended and restated to increase the line of credit limit to $5,000,000 and revise the interest rate to the prime rate plus 1.25 percent, but not less than 4.5 percent. The line of credit is due on demand. As of December 31, 2025 and 2024, advances outstanding on the line of credit totaled $0 and $1,800,000, respectively. Borrowings are collateralized by substantially all assets of the Company and are personally guaranteed by the Company’s stockholder. The agreement requires the Company to maintain certain financial covenants. As of December 31, 2025, the Company met the required covenants. Interest expense totaled $125,294 and $162,180 for the years ended December 31, 2025 and 2024, respectively. Note 9 - Obligation Under Future Receivables Financing On April 30, 2025, the Company entered into a Future Receivables Sale Agreement with a financing company under which it received $2,000,000 (net proceeds of $1,939,850 after origination fees) in exchange for the obligation to remit $2,640,000 of future customer receipts over approximately 52 weeks. As of December 31, 2025, the financing liability totaled $818,163, which is presented net of unamortized deferring financing fees of $9,303 in the accompanying 2025 balance sheet. On June 25, 2025, the Company entered into a Future Receivables Sale Agreement with a financing company under which it received $2,000,000 (net proceeds of $1,960,000 after origination fees) in exchange for the obligation to remit $2,800,000 of future customer receipts of future customer receipts over approximately 36 weeks. As of December 31, 2025, the financing liability totaled $696,052, which is presented net of unamortized deferred financing fees of $4,598 in the accompanying 2025 balance sheet. On July 30, 2025, the Company entered into a Future Receivables Sale Agreement with a financing company under which it received $2,000,000 (net proceeds of $1,899,950 after origination fees) in exchange for the obligation to remit $2,820,000 of future customer receipts over approximately 32 weeks. As of December 31, 2025, the financing liability totaled $814,092, which is presented net of unamortized deferred financing fees of $15,252 in the accompanying 2025 balance sheet. 13 TRINITY Group Construction, Inc. Notes to Financial Statements December 31, 2025 and 2024 Note 9 - Obligation Under Future Receivables Financing - Continued On September 8, 2025, the Company entered into a Future Receivables Sale Agreement with a financing company under which it received $5,400,000 (net proceeds of $5,184,000 after origination fees) in exchange for the obligation to remit $7,830,000 of future customer receipts over approximately 33 weeks. As of December 31, 2025, the financing liability totaled $3,216,470, which is presented net of unamortized deferred financing fees of $75,547 in the accompanying 2025 balance sheet. The obligations under future receivables financing are guaranteed by the Company’s sole stockholder. Interest expense is recognized using the effective-interest method based on estimated future cash flows, and the effective yield is adjusted prospectively if expected remittances change materially. Interest expense for the year ended December 31, 2025 totaled $3,991,592, which includes amortization of deferred financing fees of $311,500. All of the obligations described above (collectively referred to as “Initial Bridge Loans”) were repaid in full in 2026. See Note 16. In December 2025, the Company and Ox Hill Realty LLC jointly entered into five Future Receivables Sale Agreements with financing companies under which it will receive an aggregate amount of $13,400,000 (net proceeds of $12,610,755 after origination fees) in exchange for the obligation to remit $20,089,600 of future customer receipts over approximately 23 weeks (collectively referred to as “New Bridge Loans”). There were no advances remitted in 2025. In connection with the New Bridge Loans, the Company and Ox Hill Realty LLC entered into a loan and reimbursement agreement whereby Ox Hill Realty LLC agreed to unconditionally reimburse the Company for all amounts owed under the New Bridge Loans, including principal, fees, and other costs, to the extent proceeds were received by or for the benefit of Ox Hill Realty LLC. Amounts due from Ox Hill Realty LLC bear interest at a rate equal to that applicable under the underlying financing agreements and are payable through direct remittances to the respective lenders on behalf of the Company. The reimbursement obligation is not contingent upon the sale or monetization of any specific assets and becomes immediately due upon any acceleration of the underlying financing obligations. Additionally, Ox Hill Realty LLC entered into a security agreement granting the Company a first-priority security interest in certain real property and related proceeds to secure its reimbursement obligations. The Company has the right to enforce the security interest, including foreclosure, sale, or acceptance of the collateral in satisfaction of the obligation, upon the occurrence of specified events of default. Note 10 - Long-Term Debt The Company had a note payable for a vehicle which was repaid in full in May 2025. The note bore interest at 2.9 percent and required monthly principal and interest payments of $2,002. In July 2025, the Company executed a note payable for a new vehicle. The note requires monthly principal payments of $1,222. As of December 31, 2025 and 2024, the outstanding balance on the notes were $52,559 and $56,025, respectively. Interest expense totaled $0 and $2,025 for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, future maturities of long-term debt are as follows: Year ending December 31, 2026 $ 14,664 2027 14,664 2028 14,664 2029 8,567 $ 52,559 14 TRINITY Group Construction, Inc. Notes to Financial Statements December 31, 2025 and 2024 Note 11 - Leases The Company leases its corporate headquarters from a related party as described in Note 3, which is classified as an operating lease. The lease expires in February 2028 and includes an extension option for an additional five-year period. The lease provides for monthly payments not to exceed the total debt service related to the acquisition and build-out of the premises, property taxes, insurance, and maintenance. The Company leased equipment under an operating lease which expired in December 2025 and required monthly payments of $169. The following summarizes lease expense for the years ended December 31, 2025 and 2024: 2025 2024 Operating lease cost, included in general and administrative expenses $ 208,586 $ 208,586 Variable lease cost, included in general and administrative expenses 53,650 50,377 Short-term lease costs, included in general and administrative expenses 54,300 30,300 Total lease expense $ 316,536 $ 289,263 Operating lease cost and variable lease cost amounts above include $206,558 and $53,650, respectively, related to the related party lease described in Note 3 for the year ended December 31, 2025, and $206,558 and $50,377, respectively, for the year ended December 31, 2024. Supplemental information related to the Company’s leases for the years ended December 31, 2025 and 2024 follows: 2025 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 209,841 $ 210,351 Weighted-average remaining lease term - operating leases 2.0 years 3.0 years Weighted-average discount rate - operating leases 1.26 % 1.26 % The remaining lease payments under operating leases as of December 31, 2025, were as follows: Year ending December 31: 2026 $ 208,323 2027 208,323 2028 17,360 Total lease payments 434,006 Less: interest (5,863 ) Present value of lease liabilities $ 428,143 Note 12 - Commitments and Contingencies In the normal course of business, the Company (both as plaintiff and defendant) may be party to various claims and litigation. In the opinion of management, based on the opinion of legal counsel, the resolution of these matters will not have a material adverse effect on the Company’s financial position or future results of operations. 15 TRINITY Group Construction, Inc. Notes to Financial Statements December 31, 2025 and 2024 Note 13 - Major Customers During 2025, the Company had one major customer comprising 86 percent of revenue earned and 79 percent of receivables as of December 31, 2025. During 2024, the Company had two major customers comprising 82 percent of revenue earned and 87 percent of contract receivables as of December 31, 2024. Because of the nature of the Company’s business, major customers can change significantly each year. Note 14 - Retirement Plan The Company sponsors a qualified 401(k) retirement plan covering all employees, who upon meeting eligibility requirements may elect to make tax deferred contributions to the plan. During the years ended December 31, 2025 and 2024, the Company made employer matching contributions to the plan of $212,305 and $183,215, respectively. Note 15 - Backlog The following backlog represents unearned revenue under existing contracts, as of December 31, 2025: Backlog, January 1, 2025 $ 103,535,843 New contracts and contract adjustments 207,031,871 Less: contract revenue earned, fiscal year 2025 (257,274,405 ) Backlog, December 31, 2025 $ 53,293,309 Note 16 - Subsequent Events In 2026, the obligations under the Initial Bridge Loans described in Note 9 were repaid in full and the principal and accrued interest due on the Ox Hill Realty LLC note receivable described in Note 6 was collected in full. In 2026, the Company and Ox Hill Realty LLC jointly entered into a $5,000,000 revolving line of credit and security agreement with a financing company which expires on November 30, 2026. The repayment amount of each advance is calculated as the advance amount multiplied by 1.44 (the “Factor Rate”). Each advance is repaid in weekly payments as defined in each advance confirmation, with the final balance due at maturity. The obligations under the future receivables financing and the line of credit are guaranteed by the Company’s sole stockholder and a member of Ox Hill Realty LLC. Interest expense is recognized using the effective-interest method based on estimated future cash flows, and the effective yield is adjusted prospectively if expected remittances change materially. In connection with this financing arrangement, the Company and Ox Hill Realty LLC entered into a loan and reimbursement agreement whereby Ox Hill Realty LLC agreed to unconditionally reimburse the Company for all amounts owed under the financing agreements, including principal, fees, and other costs, to the extent proceeds were received by or for the benefit of Ox Hill Realty LLC. Amounts due from Ox Hill Realty LLC bear interest at a rate equal to that applicable under the underlying financing agreements and are payable through direct remittances to the respective lenders on behalf of the Company. The reimbursement obligation is not contingent upon the sale or monetization of any specific assets and becomes immediately due upon any acceleration of the underlying financing obligations. Additionally, Ox Hill Realty LLC entered into a security agreement granting the Company a first-priority security interest in certain real property and related proceeds to secure its reimbursement obligations. The Company has the right to enforce the security interest, including foreclosure, sale, or acceptance of the collateral in satisfaction of the obligation, upon the occurrence of specified events of default. In 2026, the Company received aggregate advances under the New Bridge Loans and the revolving line of credit totaling $34,979,600 and made aggregate payments under the New Bridge Loans and the revolving line of credit totaling $14,761,635. 16 1110 North Glebe Road, Suite 650 Arlington, VA 22201 Tel: 703-248-9200 Fax: 703-783-4005 Independent Auditors’ Report on Supplementary Information To the Stockholder of TRINITY Group Construction, Inc. We have audited the financial statements of TRINITY Group Construction, Inc. as of and for the years ended December 31, 2025 and 2024, and our report thereon dated April 27, 2026, which expressed an unmodified opinion on those financial statements, appears on pages 1-2. Our audits were conducted for the purpose of forming an opinion on the financial statements taken as a whole. The supplementary information included on pages 18 to 22 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audits of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the financial statements as a whole. /s/ Toole Katz & Roemersma, LLP Arlington, Virginia April 27, 2026 17 TRINITY Group Construction, Inc. Supplementary Information Schedule of Contract Revenue and Costs - Summary Years Ended December 31, 2025 and 2024 December 31, 2025 December 31, 2024 Contract Revenue Contract Costs Gross Profit Contract Revenue Contract Costs Gross Profit Completed Contracts $ 4,129,962 $ 3,888,938 $ 241,024 $ 9,863,151 $ 9,357,866 $ 505,285 Contracts In-Process 253,144,443 244,422,867 8,721,576 203,786,776 198,792,352 4,994,424 Total $ 257,274,405 $ 248,311,805 $ 8,962,600 $ 213,649,927 $ 208,150,218 $ 5,499,709 18 TRINITY Group Construction, Inc. Supplementary Information Schedule of Contract Revenue and Costs - Completed Contracts Year Ended December 31, 2025 TOTAL CONTRACT PRIOR PERIODS CURRENT PERIOD Contract Gross Contract Contract Gross Contract Contract Gross Gross Contract Costs Gross Profit Revenue Costs Gross Profit Revenue Costs Profit Profit (Loss) Job No. Amount Incurred Profit Percent Earned Incurred Profit Percent Earned Incurred (Loss) Percent 22T033 $ 6,065,779 $ 5,793,489 $ 272,290 4.5 % $ 5,944,992 $ 5,717,579 $ 227,413 3.8 % $ 120,787 $ 75,910 $ 44,877 37.2 % 23T001 3,376,900 3,328,293 48,607 1.4 3,319,333 3,260,765 58,568 1.8 57,567 67,528 (9,961 ) (17.3 ) 23T011 20,101,550 18,430,528 1,671,022 8.3 20,087,747 18,313,423 1,774,324 8.8 13,803 117,105 (103,302 ) (748.4 ) 23T031 12,896,387 11,824,675 1,071,712 8.3 10,561,356 9,584,618 976,738 9.2 2,335,031 2,240,057 94,974 4.1 24T013 282,900 211,801 71,099 25.1 161,430 146,983 14,447 8.9 121,470 64,818 56,652 46.6 24T015 4,654,038 4,487,824 166,214 3.6 4,385,729 4,149,789 235,940 5.4 268,309 338,035 (69,726 ) (26.0 ) 25T004 253,426 59,638 193,788 76.5 - - - - 253,426 59,638 193,788 76.5 Contracts under $50,000 and contracts closed in prior years 979,513 940,703 38,810 19,944 14,856 5,088 959,569 925,847 33,722 Total Completed Contracts $ 48,610,493 $ 45,076,951 $ 3,533,542 $ 44,480,531 $ 41,188,013 $ 3,292,518 $ 4,129,962 $ 3,888,938 $ 241,024 19 TRINITY Group Construction, Inc. Supplementary Information Schedule of Contract Revenue and Costs - Contracts In-Process Year Ended December 31, 2025 BUDGET CONTRACT TO DATE At December 31, 2025 CURRENT PERIOD Estimated Estimated Gross Contract Contract Gross Gross Contract Contract Gross Gross Contract Contract Gross Profit (Loss) Percent Revenue Costs Profit Profit (Loss) Billings Contract Contract Revenue Costs Profit Profit (Loss) Job No. Amount Costs Profit (Loss) Percent Complete Earned Incurred (Loss) Percent to Date Assets Liabilities Earned Incurred (Loss) Percent 22T019 $ 5,007,918 $ 4,949,490 $ 58,428 1.2 % 44.5 % $ 2,227,881 $ 2,201,888 $ 25,993 1.2 % $ 2,545,322 $ - $ (317,441 ) $ 982,020 $ 848,940 $ 133,080 13.6 % 22T035 549,015 534,235 14,780 2.7 98.2 539,289 524,859 14,430 2.7 549,015 - (9,726 ) (2,951 ) (2,872 ) (79 ) 2.7 23T002 45,437,451 45,415,271 22,180 0.0 99.4 45,151,439 45,129,398 22,041 0.0 45,437,451 - (286,012 ) 9,249,835 9,296,099 (46,264 ) (0.5 ) 23T023 271,667,237 264,514,346 7,152,891 2.6 97.3 264,288,809 257,330,189 6,958,620 2.6 263,749,428 539,381 - 97,699,516 95,020,293 2,679,223 2.7 24T012 691,259 632,452 58,807 8.5 21.9 151,698 138,793 12,905 8.5 141,218 10,480 - 121,564 112,346 9,218 7.6 24T020 13,664,872 13,065,380 599,492 4.4 11.2 1,534,887 1,467,550 67,337 4.4 1,649,506 - (114,619 ) 1,534,887 1,467,550 67,337 4.4 24T024 8,985,630 7,751,373 1,234,257 13.7 73.9 6,640,980 5,728,782 912,198 13.7 7,650,138 - (1,009,158 ) 6,640,980 5,728,782 912,198 13.7 24T026 1,885,210 1,886,763 (1,553 ) (0.1 ) 98.4 1,854,870 1,856,423 (1,553 ) (0.1 ) 1,885,210 - (30,340 ) 1,849,578 1,851,452 (1,874 ) (0.1 ) 25T001 1,693,537 1,576,151 117,386 6.9 98.4 1,666,571 1,551,054 115,517 6.9 1,693,537 - (26,966 ) 1,666,571 1,551,054 115,517 6.9 25T002 65,952,824 64,245,137 1,707,687 2.6 92.8 61,220,479 59,635,325 1,585,154 2.6 64,320,296 - (3,099,817 ) 61,220,479 59,635,325 1,585,154 2.6 25T005 71,362,449 68,396,108 2,966,341 4.2 86.1 61,415,888 58,862,998 2,552,890 4.2 59,672,589 1,743,299 - 61,415,888 58,862,998 2,552,890 4.2 25T006 670,194 601,156 69,038 10.3 94.9 635,896 570,391 65,505 10.3 668,619 - (32,723 ) 635,896 570,391 65,505 10.3 25T008 513,415 496,861 16,554 3.2 97.8 502,248 486,054 16,194 3.2 513,415 - (11,167 ) 502,248 486,054 16,194 3.2 25T009 850,108 770,140 79,968 9.4 99.4 844,923 765,443 79,480 9.4 850,108 - (5,185 ) 844,923 765,443 79,480 9.4 25T011 502,823 487,473 15,350 3.1 89.5 449,911 436,177 13,734 3.1 492,823 - (42,912 ) 449,911 436,177 13,734 3.1 25T012 2,187,174 2,178,693 8,481 0.4 97.4 2,131,006 2,122,743 8,263 0.4 2,184,290 - (53,284 ) 2,131,006 2,122,743 8,263 0.4 25T013 1,855,093 1,651,464 203,629 11.0 84.5 1,568,315 1,396,165 172,150 11.0 1,551,606 16,709 - 1,568,315 1,396,165 172,150 11.0 25T021 1,757,759 1,621,708 136,051 7.7 96.4 1,693,858 1,562,753 131,105 7.7 1,757,759 - (63,901 ) 1,693,858 1,562,753 131,105 7.7 25T023 1,521,416 1,243,502 277,914 18.3 32.4 492,843 402,816 90,027 18.3 737,656 - (244,813 ) 492,843 402,816 90,027 18.3 25T025 1,167,736 1,105,409 62,327 5.3 18.4 214,842 203,375 11,467 5.3 - 214,842 - 214,842 203,375 11,467 5.3 25T028 559,901 479,475 80,426 14.4 13.5 75,388 64,559 10,829 14.4 416,575 - (341,187 ) 75,388 64,559 10,829 14.4 25T029 9,377,976 8,613,342 764,634 8.2 5.7 536,497 492,754 43,743 8.2 611,010 - (74,513 ) 536,497 492,754 43,743 8.2 25T030 624,612 597,230 27,382 4.4 0.0 - - - - - - - - - - - Contracts under $500,000 2,317,967 2,237,139 80,828 1,671,749 1,603,825 67,924 2,094,617 62,372 (485,240 ) 1,620,349 1,547,670 72,679 Total $ 510,803,576 $ 495,050,298 $ 15,753,278 $ 457,510,267 $ 444,534,314 $ 12,975,953 $ 461,172,188 $ 2,587,083 $ (6,249,004 ) $ 253,144,443 $ 244,422,867 $ 8,721,576 20 TRINITY Group Construction, Inc. Supplementary Information Schedule of Contract Revenue and Costs - Completed Contracts Year Ended December 31, 2024 TOTAL CONTRACT PRIOR PERIODS CURRENT PERIOD Contract Gross Gross Contract Contract Gross Gross Contract Contract Gross Gross Contract Costs Profit Profit (Loss) Revenue Costs Profit Profit (Loss) Revenue Costs Profit Profit (Loss) Job No. Amount Incurred (Loss) Percent Earned Incurred (Loss) Percent Earned Incurred (Loss) Percent 20T064 $ 4,344,920 $ 4,707,572 $ (362,652 ) (8.3 )% $ 4,443,254 $ 4,706,552 $ (263,298 ) (5.9 )% $ (98,334 ) $ 1,020 $ (99,354 ) 101.0 % 22T010 2,205,667 2,166,440 39,227 1.8 2,193,132 2,144,938 48,194 2.2 12,535 21,502 (8,967 ) (71.5 ) 22T012 480,850 342,800 138,050 28.7 342,801 342,800 1 0.0 138,049 - 138,049 100.0 22T013 3,666,030 3,803,937 (137,907 ) (3.8 ) 3,624,436 3,752,873 (128,437 ) (3.5 ) 41,594 51,064 (9,470 ) (22.8 ) 22T020 863,802 720,119 143,683 16.6 443,512 362,210 81,302 18.3 420,290 357,909 62,381 14.8 22T024 601,077 620,913 (19,836 ) (3.3 ) 598,905 615,844 (16,939 ) (2.8 ) 2,172 5,069 (2,897 ) (133.4 ) 23T003 676,316 693,219 (16,903 ) (2.5 ) 669,344 686,257 (16,913 ) (2.5 ) 6,972 6,962 10 0.1 23T004 157,129 144,186 12,943 8.2 140,515 131,186 9,329 6.6 16,614 13,000 3,614 21.8 23T006 2,399,962 2,367,579 32,383 1.3 2,388,799 2,362,622 26,177 1.1 11,163 4,957 6,206 55.6 23T010 304,832 329,736 (24,904 ) (8.2 ) 305,517 327,136 (21,619 ) (7.1 ) (685 ) 2,600 (3,285 ) 479.6 23T013 243,585 204,220 39,365 16.2 213,866 204,220 9,646 4.5 29,719 - 29,719 100.0 23T015 11,889,656 11,505,906 383,750 3.2 9,555,766 9,247,808 307,958 3.2 2,333,890 2,258,098 75,792 3.2 23T018 252,577 233,229 19,348 7.7 246,705 233,229 13,476 5.5 5,872 - 5,872 100.0 23T020 913,118 738,014 175,104 19.2 910,790 738,014 172,776 19.0 2,328 - 2,328 100.0 23T025 188,707 172,175 16,532 8.8 99,153 87,458 11,695 11.8 89,554 84,717 4,837 5.4 23T026 732,924 661,136 71,788 9.8 582,425 523,985 58,440 10.0 150,499 137,151 13,348 8.9 23T029 494,872 506,287 (11,415 ) (2.3 ) 406,558 413,909 (7,351 ) (1.8 ) 88,314 92,378 (4,064 ) (4.6 ) 23T038 743,797 692,433 51,364 6.9 - - - - 743,797 692,433 51,364 6.9 24T001 3,705,470 3,536,270 169,200 4.6 - - - - 3,705,470 3,536,270 169,200 4.6 24T002 434,673 404,342 30,331 7.0 - - - - 434,673 404,342 30,331 7.0 24T003 306,972 294,118 12,854 4.2 45,915 43,901 2,014 4.4 261,057 250,217 10,840 4.2 24T008 464,493 440,906 23,587 5.1 - - - - 464,493 440,906 23,587 5.1 Contracts under $150,000 and contracts closed in prior years 1,153,861 1,169,403 (15,542 ) 150,746 172,132 (21,386 ) 1,003,115 997,271 5,844 Total Completed Contracts $ 37,225,290 $ 36,454,940 $ 770,350 $ 27,362,139 $ 27,097,074 $ 265,065 $ 9,863,151 $ 9,357,866 $ 505,285 21 TRINITY Group Construction, Inc. Supplementary Information Schedule of Contract Revenue and Costs - Contracts In-Process Year Ended December 31, 2024 BUDGET CONTRACT TO DATE At December 31, 2024 CURRENT PERIOD Job No. Contract Amount Estimated Contract Costs Estimated Gross Profit (Loss) Gross Profit (Loss) Percent Percent Complete Contract Revenue Earned Contract Costs Incurred Gross Profit (Loss) Gross Profit (Loss) Percent Billings to Date Contract Assets Contract Liabilities Contract Revenue Earned Contract Costs Incurred Gross Profit (Loss) Gross Profit (Loss) Percent 22T018 $ 5,609,894 $ 6,134,894 $ (525,000 ) (9.4 ) 99.2 % $ 5,560,339 $ 6,085,339 $ (525,000 ) (9.4 )% $ 5,581,759 $ - $ (21,420 ) $ 968,549 $ 1,337,942 $ (369,393 ) (38.1 )% 22T019 4,703,194 4,810,281 (107,087 ) (2.3 ) 28.1 1,245,861 1,352,948 (107,087 ) (8.6 ) 1,895,079 - (649,218 ) 699,849 823,240 (123,391 ) (17.6 ) 22T033 5,996,961 5,767,561 229,400 3.8 99.1 5,944,991 5,717,579 227,412 3.8 6,035,498 - (90,507 ) 2,659,129 2,727,592 (68,463 ) (2.6 ) 22T035 549,015 534,325 14,690 2.7 98.8 542,239 527,731 14,508 2.7 549,015 - (6,776 ) (1,742 ) 937 (2,679 ) 153.8 23T001 3,377,711 3,318,112 59,599 1.8 98.3 3,319,333 3,260,765 58,568 1.8 3,376,900 - (57,567 ) (28,483 ) 69,488 (97,971 ) 344.0 23T002 43,047,721 42,965,820 81,901 0.2 83.4 35,901,604 35,833,299 68,305 0.2 35,664,130 237,474 - 25,766,424 25,957,008 (190,584 ) (0.7 ) 23T011 20,189,775 18,406,439 1,783,336 8.8 99.5 20,087,747 18,313,423 1,774,324 8.8 20,010,415 77,332 - 11,530,004 10,623,462 906,542 7.9 23T023 253,866,493 247,345,091 6,521,402 2.6 65.6 166,589,294 162,309,896 4,279,398 2.6 166,005,045 584,249 - 147,000,059 143,289,529 3,710,530 2.5 23T031 12,821,273 11,635,533 1,185,740 9.2 82.4 10,561,356 9,584,618 976,738 9.2 11,644,432 - (1,083,076 ) 10,539,058 9,563,953 975,105 9.3 24T012 691,259 606,679 84,580 12.2 4.4 30,134 26,447 3,687 12.2 40,414 - (10,280 ) 30,134 26,447 3,687 12.2 24T013 262,911 239,383 23,528 8.9 61.4 161,430 146,983 14,447 8.9 183,974 - (22,544 ) 161,430 146,983 14,447 8.9 24T015 4,630,010 4,380,928 249,082 5.4 94.7 4,385,729 4,149,789 235,940 5.4 4,377,790 7,939 - 4,385,729 4,149,789 235,940 5.4 24T025 320,446 324,838 (4,392 ) (1.4 ) 12.7 36,794 41,186 (4,392 ) (11.9 ) - 36,794 - 36,794 41,186 (4,392 ) (11.9 ) 24T026 1,833,294 1,722,026 111,268 6.1 0.3 5,292 4,971 321 6.1 - 5,292 - 5,292 4,971 321 6.1 Contracts under $25,000 42,579 35,012 7,567 34,550 29,825 4,725 26,440 14,684 (6,574 ) 34,550 29,825 4,725 Total $ 357,942,536 $ 348,226,922 $ 9,715,614 $ 254,406,693 $ 247,384,799 $ 7,021,894 $ 255,390,891 $ 963,764 $ (1,947,962 ) $ 203,786,776 $ 198,792,352 $ 4,994,424 22 |
EX-99.2 · UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF KINRG, INC. AND
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EX-99.2 · UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF KINRG, INC. AND EX-99.2 3 ea029401901ex99-2.htm UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF KINRG, INC. AND TRINITY GROUP CONSTRUCTION, INC Exhibit 99.2 KiNRG, INC. UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2025 Trinity Group Construction, Pro forma Combined KiNRG, Inc. Inc. Adjustments Notes Pro Forma ASSETS Current assets: Cash $ 328,466 $ 8,918,182 (1,000,000 ) (A) $ 8,246,648 Contract receivables - 29,467,294 29,467,294 Retention receivables - 16,856,094 16,856,094 Costs and estimated earnings in excess of billings on uncompleted contracts - 2,587,083 2,587,083 Investment in and advances to limited liability company - - - Due from stockholder - 575,415 575,415 Due from affiliate - 10,193,064 10,193,064 Prepaid expenses 12,126 243,468 255,594 Current assets - discontinued operations - - - Total current assets 340,592 68,840,600 68,181,192 Property and equipment, net - 149,949 149,949 Right of use asset, operating lease 9,471 424,466 433,937 Deposit - 10,000 10,000 Indefinite-lived intangible assets - - 4,496,587 (B) 4,496,587 Total assets $ 350,063 $ 69,425,015 $ 73,271,665 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable 6,311 35,056,470 35,062,781 Retention payable - 16,898,127 16,898,127 Accrued liabilities - related parties 50,000 - 50,000 Accrued salaries and other current liabilities 570,164 1,153,773 1,723,937 Contract liabilities - 6,249,004 6,249,004 Obligations under future receivables financing, net 5,544,777 5,544,777 Accrued interest 133,883 - 133,883 Current portion of operating lease liabilities 9,471 204,104 213,575 Current portion of long-term debt - 14,664 14,664 Notes payable 80,000 - 80,000 Note payable related party 3,000,000 (C) 3,000,000 Other liabilities 7,511 - 7,511 Total current liabilities 857,340 65,120,919 68,978,259 Operating lease liabilities, net of current portion - 224,039 224,039 Long-term debt, net of current portion - 37,895 37,895 Total liabilities 857,340 65,382,853 69,240,193 4,042,162 Commitments and Contingencies - - - Stockholders’ equity (deficit) Common stock, 56,900,743 shares 5,690 22,500 (22,080 ) (D),(E) 6,110 Additional paid-in capital 27,790,847 158,411 4,379,918 (D),(E) 32,329,176 Accumulated deficit (28,303,814 ) 3,861,251 (3,861,251 ) (F) (28,303,814 ) Total stockholders’ deficit (507,277 ) 4,042,162 4,031,472 Total liabilities and stockholders’ equity $ 350,063 $ 69,425,015 $ 73,271,665 1 KiNRG, INC. UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2025 KiNRG TRINITY Adjustments Notes Combined Revenues $ - $ 257,274,405 $ 257,274,405 Contract Costs - 248,311,805 248,311,805 Gross profit - 8,962,600 8,962,600 Operating expenses: Selling, general, and administrative expenses $ 1,651,443 $ 5,933,422 $ 7,584,865 Total operating expenses 1,651,443 5,933,422 7,584,865 Operating profit (loss) (1,651,443 ) 3,029,178 1,377,735 Other income (expense): Interest income, net of interest expense (26,548 ) 675,255 648,707 Other income - 73,986 73,986 Gain on settlement of accounts payable 4,000 - 4,000 Loss on investment in limited liability company - (709 ) (709 ) Total other income (expense) (22,548 ) 748,532 725,984 (Loss) income before provision for income taxes (1,673,991 ) 3,777,710 2,103,719 Provision for income taxes - 2,250 2,250 Net (loss) income from continuing operations (1,673,991 ) 3,775,460 2,101,469 Net loss from discontinued operations (317,123 ) - (317,123 ) Consolidated net (loss) income $ (1,991,114 ) $ 3,775,460 $ 1,784,346 Net loss per common share from continuing operations, basic and diluted $ 0.0300 $ 0.0300 Net loss per common share from discontinued operations, basic and diluted $ (0.006 ) $ (0.005 ) Net loss per common share, basic and diluted $ (0.036 ) $ 0.027 Weighted-average number of common shares outstanding, basic and diluted 54,832,811 4,200,000 (E) 59,032,811 2 KiNRG, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction The following unaudited pro forma condensed combined financial information is presented to illustrate the estimated effects of the acquisition by KiNRG, Inc. (“KiNRG” or the “Company”) of 100% of the issued and outstanding equity interests of Trinity Group Construction, Inc. (“Trinity), completed on April 1, 2026 (the “Acquisition”), pursuant to the Stock Purchase Agreement dated March 31, 2026. The Acquisition was completed in exchange for (i) $1,000,000 in cash, (ii) 4,200,000 shares of KiNRG common stock, and (iii) a promissory note in the principal amount of $3,000,000 (the “Promissory Note”). The unaudited pro forma condensed combined balance sheet as of December 31, 2025 gives effect to the Acquisition as if it had been consummated on December 31, 2025. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 gives effect to the Acquisition as if it had been consummated on January 1, 2025. The pro forma financial information was prepared using the acquisition method under ASC 805, Business Combinations, with Spectral as the acquirer. The information is preliminary and subject to revision as valuations are finalized during the measurement period (up to one year). It should be read in conjunction with: (i) the audited financial statements of KiNRG (Exhibit 99.1); (ii) the audited consolidated financial statements of Trinity; and (iii) the notes herein. Preliminary Purchase Price The purchase consideration is as follows, based on sales of KiNRG stock at $1.00 per share on September 26, 2025: Cash $ 1,000,000 Note payable 3,000,000 Common stock (4,200,000 shares x $2.00) 8,400,000 Total estimated purchase price $ 12,400,000 3 Preliminary Purchase Price Allocation The following table sets forth the preliminary allocation of the purchase price. Historical carrying values have been used as a reasonable approximation of fair value, subject to completion of a formal valuation during the measurement period: Assets acquired: Cash and cash equivalents $ 8,918,182 Contract receivables 29,467,294 Retention receivables 16,856,094 Costs and estimated earnings in excess of billings on uncompleted contracts 2,587,083 Due from stockholder 575,415 Due from affiliate 10,193,064 Prepaid expenses and other current assets) 243,468 Property and equipment, net 149,949 Operating lease right-of-use assets 424,466 Deposit 10,000 Total identifiable assets acquired $ 69,425,015 Liabilities assumed: Accounts payable $ 35,056,470 Retention payable 16,898,127 Accrued salaries and other current liabilities 1,153,773 Contract liabilities 6,249,004 Obligation under future receivables financing, net 5,544,777 Current portion of operating lease liabilities 204,104 Current portion of long-term debt 14,664 Operating lease liabilities, net of current portion 224,039 Long-term debt, net of current portion 37,895 Total liabilities assumed $ 65,382,853 Net identifiable assets acquired $ 4,042,162 Total purchase price 12,400,000 Goodwill $ 8,357,838 Goodwill represents the expected synergies from growth opportunities not separately identifiable. None of the goodwill is expected to be deductible for income tax purposes, as the transaction is intended to qualify as a tax-free reorganization under IRC Section 368(a)(1)(B). 4 KiNRG, INC. NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Note 1. Description of the Acquisition On November 7, 2025, KiNRG (the “Company”) and Mil L. Wallen, owner of 100% of the shares of Trinity Group Construction, a Virginia Corporation (the “Sellers”) entered into a Letter of Intent for the acquisition of Trinity by the Company, subject to definitive agreement (the “LOI”). On March 31, 2026, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Trinity and Millard L. Wallen, III (the “Seller”), pursuant to which the Company agreed to acquire 100% of the issued and outstanding capital stock of Trinity (the “Acquisition”). The closing of the Acquisition occurred on April 1, 2026. Note 2. Purchase Price The purchase price consists of the following: (i) $1,000,000 cash; (ii) 4,200,000 shares of KiNRG common stock, par value $0.0001 per share, at a price of $2.00 per share, the price of arms-length sales of the Company’s common stock in March, 2026; (iii) a note payable in the amount of $3,000,000 an interest rate of 6% per annum due on the earlier of the closing of a public offering by the Company or September 30, 2026. Note 3. Basis of Presentation Historical KiNRG data is from the audited Form 10-K for FY2025 ($0 revenue, $350,063 total assets, $1,991,114 net loss). Historical Trinity data is from the audited financial statements for FY2025 ($257.3M revenue, $69.4M total assets, $3.8M net income). Transaction Accounting Adjustments reflect application of ASC 805 as described in Note 4. No Management’s Adjustments or Autonomous Entity Adjustments have been included. Note 4. Pro Forma Adjustments Balance sheet adjustments: (A) To record $1,000,000 Acquisition cash payment. (B) Recognition of goodwill of $4,496,587 representing the excess of total purchase consideration of $12,400,000 over the net book value of identifiable assets of $4,042,162, reduced by Trinity’s historical retained earnings of $3,861,251. (C) To record $3,000,000 Acquisition note payable. (D) To record cancellation of Trinity historical no par value common stock of $22,500. (E) To record the issuance of 4,200,000 shares of common stock, par value $0.0001, at a price of $2.00 per share; common stock was increased by $420 and additional paid-in capital was increased by $8,399,580. Additional paid-in capital was also reduced by $4,042,162 representing the net book value of assets acquired. (F) To eliminate Trinity historical retained earnings of $3,861,251. Income statement adjustments: No adjustments recorded as no recurring changes to the cost structure of the combined entities are expected. N ote 5. Pro Forma Earnings Per Share Pro forma basic and diluted EPS are calculated as follows: Pro forma net income: $1,784,346. Pro forma weighted average basic shares: 54,832,811 (KiNRG historical) + 4,200,000 (closing shares as if outstanding since January 1, 2025) = 59,032,811. Pro forma basic EPS Continuing Operations – basic and diluted: $1,784,346 / 59,032,811 = $0.03 per share. 5 |
